APC TERMS AND CONDITIONS OF SALE
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1. Acceptance
APC Products Limited offers to sell goods described herein conditional upon the Buyer accepting all of the terms and conditions listed herein. Buyer taking delivery of all or any part of the goods is evidence of such assent.
2. Warranty
NO WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE IS MADE.
APC Products Limited warrants these goods to be carefully manufactured, inspected and tested for conformance to product specifications in material and workmanship in accordance with APC's quality assurance policies and procedures. It is the sole responsibility of the Buyer to ensure the goods meet the product compatibility and performance standards of both your manufacturing operation and your customers’ product applications.
3. Claims
In the event any of the goods supplied herein are claimed to be defective in material or workmanship, a written claim describing the defect, quantity of goods and lot numbers affected must be made within 15 days of receipt of the shipment. APC Products Limited shall be given ample opportunity for inspection and testing of samples of goods claimed to be defective.
4. Limitation of Remedies
The liability of APC Products Limited is solely and exclusively limited to replacement, repair or credit at the purchase price, at APC Products Limited’s option, of any defective goods. On no ground, whether statutory or otherwise, shall APC Products Limited be liable for damages in an aggregate amount greater than the replacement of the defective goods claimed herein.
5. Return of Goods
Goods shall not be returned for any reason without APC Products Limited's written approval.
6. Transportation of Goods
All sales are made f.o.b. Toronto, Canada, transportation at Buyer's expense. Risk of loss or damage to these goods passes to the Buyer upon the loading of the goods to the Carrier. The Carrier shall be selected or agreed to by the Buyer.
7. Delivery
Buyer acknowledges that unless the goods are in inventory, the goods ordered herein are to be specially manufactured by APC Products Limited. The delivery date is based on the best possible estimate of when the goods will be manufactured plus expected shipping time. APC Products Limited may allocate goods among Buyers. APC Products Limited shall not be liable for any loss, damage, incidental or consequential damage due to delivery delays. Title to the goods shall remain with APC Products Limited until payment has been received.
8. Prices
Prices and terms quoted to Buyers shall be in effect for 60 days and are subject to change at the end of the 60 day period. Prices are exclusive of taxes and duty and are subject to correction for any errors or omissions.
9. Credit Approval
Acceptance of sales orders and delivery of goods on credit shall be subject to the Buyer obtaining and maintaining credit satisfactory to APC Products Limited. Overdue accounts are subject to interest charges of 1 % per month. Overdue accounts may have shipments delayed or cancelled at the sole discretion of APC Products Limited.
10. Hold Harmless
The Buyer agrees to idemnify and hold harmless APC Products Limited from any and all claims or damages which might arise from any action or claims made by any person against APC Products Limited because of goods ordered by the Buyer.
11. Governing Law
This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the Province of Ontario, Canada.
12. Sample Orders
Quantities for samples can be 1 to 100 pieces. Over 100 sample pieces, the order should be increased to the single box quantity. Please see the web site www.pailclosures.com for standard packaging. Sample Orders will be shipped collect using buyer’s carrier and account. Sample orders less than $20 will not be invoiced by APC.
Exhibit 5-4 Rev 2 2/2010